☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 000-26408

Wayside Technology Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

13-3136104

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

4 Industrial Way West, Suite 300, Eatontown, New Jersey 07724

(Address of principal executive offices)

(732) 389-8950

Registrant’s Telephone Number

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Check One:

Large Accelerated Filer ☐

Accelerated Filer ☒

Non-Accelerated Filer ☐

Smaller Reporting Company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 4,618,940 outstanding shares of common stock, par value $.01 per share, (“Common Stock”) as of November 1, 2016, not including 665,560 shares classified as treasury stock.

PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Wayside Technology Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Amounts in thousands, except share and per share amounts)

September 30,

December 31,

2016

2015

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$

20,958

$

23,823

Accounts receivable, net of allowances of $2,151 and $1,668 in 2016 and 2015, respectively

Treasury stock, at cost, 626,180 and 583,688 shares in 2016 and 2015, respectively

(12,751)

(10,296)

Retained earnings

19,322

17,813

Accumulated other comprehensive loss

(1,511)

(1,451)

Total stockholders’ equity

37,779

38,659

$

95,422

$

94,082

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

Wayside Technology Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(Unaudited)

(Amounts in thousands, except per share data)

Nine months ended

Three months ended

September 30,

September 30,

2016

2015

2016

2015

Net sales

$

298,167

$

282,314

$

99,586

$

97,653

Cost of sales

278,842

262,652

93,214

90,773

Gross profit

19,325

19,662

6,372

6,880

Selling, general, and administrative expenses

13,570

13,533

4,351

4,618

Income from operations

5,755

6,129

2,021

2,262

Other income:

Interest, net

183

297

58

100

Foreign currency transaction (loss) gain

(1)

(9)

3

(4)

Income before provision for income taxes

5,937

6,417

2,082

2,358

Provision for income taxes

2,008

2,199

704

805

Net income

$

3,929

$

4,218

$

1,378

$

1,553

Income per common share-Basic

$

0.87

$

0.91

$

0.31

$

0.34

Income per common share-Diluted

$

0.86

$

0.90

$

0.31

$

0.33

Weighted average common shares outstanding —Basic

4,537

4,652

4,507

4,624

Weighted average common shares outstanding — Diluted

4,548

4,673

4,518

4,643

Dividends paid per common share

$

0.51

$

0.51

$

0.17

$

0.17

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Wayside Technology Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Amounts in thousands)

Nine months ended

Three months ended

September 30,

September 30,

2016

2015

2016

2015

Net income

$

3,929

$

4,218

$

1,378

$

1,553

Other comprehensive loss , net of tax:

Foreign currency translation adjustment

(60)

(890)

(130)

(428)

Other comprehensive loss

(60)

(890)

(130)

(428)

Comprehensive income

$

3,869

$

3,328

$

1,248

$

1,125

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Wayside Technology Group, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

(Amounts in thousands, except share amounts)

Accumulated

Additional

Other

Common Stock

Paid-In

Treasury

Retained

Comprehensive

Shares

Amount

Capital

Shares

Amount

Earnings

(loss) income

Total

Balance at January 1, 2016

5,284,500

$

53

$

32,540

583,688

$

(10,296)

$

17,813

$

(1,451)

$

38,659

Net income

—

—

—

—

—

3,929

—

3,929

Translation adjustment

—

—

—

—

—

—

(60)

(60)

Dividends paid

—

—

—

—

—

(2,420)

—

(2,420)

Share-based compensation expense

—

—

1,168

—

—

—

—

1,168

Restricted stock grants (net of forfeitures)

—

—

(1,157)

(164,385)

1,157

—

—

—

Tax benefit from share-based compensation

—

—

115

—

—

—

—

115

Treasury shares repurchased

—

—

—

206,877

(3,612)

—

—

(3,612)

Balance at September 30, 2016

5,284,500

$

53

$

32,666

626,180

$

(12,751)

$

19,322

$

(1,511)

$

37,779

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Wayside Technology Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

Nine months ended

September 30,

2016

2015

Cash flows from operating activities

Net income

$

3,929

$

4,218

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

192

188

Provision (recovery) for doubtful accounts receivable

(57)

67

Deferred income tax expense

32

6

Share-based compensation expense

1,168

797

Changes in operating assets and liabilities:

Accounts receivable

(2,271)

4,686

Inventory

62

(531)

Prepaid expenses and other current assets

(204)

(176)

Accounts payable and accrued expenses

1,312

(6,642)

Other assets

(45)

55

Net cash provided by operating activities

4,118

2,668

Cash flows used in investing activities

Purchase of equipment and leasehold improvements

(779)

(164)

Net cash used in investing activities

(779)

(164)

Cash flows used in financing activities

Purchase of treasury stock

(3,612)

(3,916)

Proceeds from stock option exercises

—

574

Tax benefit from share-based compensation

115

172

Dividends paid

(2,420)

(2,446)

Net cash used in financing activities

(5,917)

(5,616)

Effect of foreign exchange rate on cash

(287)

(405)

Net increase in cash and cash equivalents

(2,865)

(3,517)

Cash and cash equivalents at beginning of year

23,823

23,124

Cash and cash equivalents at end of year

$

20,958

$

19,607

Supplementary disclosure of cash flow information:

Income taxes paid

$

1,915

$

2,347

Leasehold improvements funded by a tenant allowance

$

840

-

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

Wayside Technology Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2016

(Amounts in tables in thousands, except share and per share amounts)

1.The accompanying unaudited condensed consolidated financial statements of Wayside Technology Group, Inc. and its subsidiaries (collectively, the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements.

The preparation of these condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to product returns, bad debts, inventories, intangible assets, income taxes, stock-based compensation, and contingencies and litigation. The Company bases its estimates on its historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In the opinion of the Company’s management, all adjustments that are of a normal recurring nature, considered necessary for fair presentation, have been included in the accompanying financial statements. The Company’s actual results may differ from these estimates under different assumptions or conditions. The unaudited condensed consolidated statements of earnings for the interim periods are not necessarily indicative of results for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K filed with the Securities Exchange Commission for the year ended December 31, 2015.

2.In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance for revenue recognition for contracts, superseding the previous revenue recognition requirements, along with most existing industry-specific guidance. The guidance requires an entity to review contracts in five steps: 1) identify the contract, 2) identify performance obligations, 3) determine the transaction price, 4) allocate the transaction price, and 5) recognize revenue. The new standard will result in enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue arising from contracts with customers. In August 2015, the FASB issued Accounting Standards Update ASU 2015-14 (“ASU 2015-14”) which deferred the effective date of the new standard by one year. Along with the deferral of the effective date, ASU No. 2015-14 allows early application as of the original effective date. Entities are allowed to transition to the new standard by either recasting prior periods or recognizing the cumulative effect as of the beginning of the period of adoption. The standard and related amendments will be effective for the Company for its annual reporting period beginning January 1, 2018, including interim periods within that reporting period. The Company is currently evaluating the newly issued guidance, including which transition approach will be applied and the estimated impact it will have on our consolidated financial statements.

In July 2015, the FASB issued Accounting Standards Update No. 2015-11, "Simplifying the Measurement of Inventory (Topic 330)", ("ASU 2015-11"). Topic 330, Inventory, currently requires an entity to measure inventory at the lower of cost or market, with market value represented by replacement cost, net realizable value or net realizable value less a normal profit margin. The amendments in ASU 2015-11 require an entity to measure inventory at the lower of cost or net realizable value. ASU 2015-11 is effective for reporting periods beginning after December 15, 2016. We do not expect the adoption of this new accounting pronouncement, will have a significant impact on our consolidated financial statements.

In November 2015, the FASB issued Accounting Standards Update 2015-17 (“ASU 2015-17”) to simplify the presentation of deferred taxes. This amendment requires that all deferred tax assets and liabilities, along with any related valuation allowances, be classified as noncurrent on the balance sheet. Adoption of this standard is required for annual periods beginning after December 15, 2016. We do not expect the adoption of ASU 2015-17 will have a significant impact on our consolidated financial statements and related disclosures.

In March 2016, the FASB issued Accounting Standards Update ("ASU") 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and

7

classification on the statement of cash flows. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted. The Company is currently assessing the potential impact of adopting ASU 2016-09 on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"). ASU 2016-02 supersedes the lease guidance under FASB Accounting Standards Codification ("ASC") Topic 840, Leases, resulting in the creation of FASB ASC Topic 842, Leases. ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for both finance and operating leases. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the potential impact of adopting ASU 2016-02 on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (“ASU 2016-15”) ASU 2016-15 which reduces diversity in practice in how certain transactions are classified in the statement of cash flows. The new standard will become effective for the Company beginning with the first quarter of 2018, with early adoption permitted. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements

3.Assets and liabilities of the Company’s foreign subsidiaries have been translated at current exchange rates, and related sales and expenses have been translated at average rates of exchange in effect during the period.The sales from our Canadian operations in the first nine months of 2016 were $21.0 million as compared to $16.5 million for the first nine months of 2015. The sales from our Canadian operations for the third quarter of 2016 were $7.6 million as compared to $5.5 million for the third quarter of 2015.

4.Cumulative translation adjustments have been classified within accumulated other comprehensive income, which is a separate component of stockholders’ equity in accordance with FASB ASC Topic 220, “Comprehensive Income.”

5.Revenue on product (software and hardware) and maintenance agreement sales are recognized once four criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed and determinable, (3) delivery (software and hardware) or fulfillment (maintenance) has occurred, and (4) there is reasonable assurance of collection of the sales proceeds. Revenues from the sales of hardware products, software products and licenses and maintenance agreements are recognized on a gross basis with the selling price to the customer recorded as sales and the acquisition cost of the product recorded as cost of sales.

Product delivery to customers occur in a variety of ways, including (i) as physical product shipped from the Company’s warehouse, (ii) via drop-shipment by the vendor, or (iii) via electronic delivery for software licenses. The Company leverages drop-ship arrangements with many of its vendors and suppliers to deliver products to customers without having to physically hold the inventory at its warehouse, thereby increasing efficiency and reducing costs. The Company recognizes revenue for drop-ship arrangements on a gross basis. Furthermore, in such drop-ship arrangements, the Company negotiates price with the customer, pays the supplier directly for the product shipped and bears credit risk of collecting payment from its customers. The Company serves as the principal with the customer and, therefore, recognizes the sale and cost of sale of the product upon receiving notification from the supplier that the product has shipped. Maintenance agreements allow customers to obtain technical support directly from the software publisher and to upgrade, at no additional cost, to the latest technology if new applications are introduced by the software publisher during the period that the maintenance agreement is in effect.

Sales are recorded net of discounts, rebates, and returns. Vendor rebates and price protection are recorded when earned as a reduction to cost of sales or merchandise inventory, as applicable.

Cooperative reimbursements from vendors, which are earned and available, are recorded in the period the related advertising expenditure is incurred. Cooperative reimbursements are recorded as a reduction of cost of sales in accordance with FASB ASC Topic 605-50 “Accounting by a Customer (including reseller) for Certain Consideration Received from a Vendor.” Provisions for returns are estimated based on historical sales returns and credit memo analysis which are adjusted to actual on a periodic basis.

Accounts receivable-long-term result from product sales with extended payment terms that are discounted to their present values at the prevailing market rates. In subsequent periods, the accounts receivable are increased to the amounts

8

due and payable by the customers through the accretion of interest income on the unpaid accounts receivable due in future years. The amounts due under these long-term accounts receivable due within one year are reclassified to the current portion of accounts receivable.

6.The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximated fair value at September 30, 2016 and December 31, 2015 because of the relative short maturity of these instruments. The Company’s accounts receivable long-term is discounted to their present value at prevailing market rates so the balances approximate fair value.

7.Balance Sheet Detail:

Equipment and leasehold improvements consist of the following:

September 30,

December 31,

2016

2015

Equipment

$

3,310

$

2,924

Leasehold improvements

1,805

572

5,115

3,496

Less accumulated depreciation and amortization

(3,322)

(3,134)

$

1,793

$

362

Accounts payable and accrued expenses consist of the following:

September 30,

December 31,

2016

2015

Trade accounts payable

$

53,593

$

52,808

Accrued expenses

4,050

2,615

$

57,643

$

55,423

Accumulated other comprehensive loss consists of the following:

September 30,

December 31,

2016

2015

Foreign currency translation adjustments

$

(1,511)

$

(1,451)

$

(1,511)

$

(1,451)

8.The Company entered into a $10,000,000 revolving credit facility (the “Credit Facility”) with Citibank, N.A. (“Citibank”) pursuant to a Business Loan Agreement (the “Loan Agreement”), Promissory Note (the “Note”), Commercial Security Agreements (the “Security Agreements”) and Commercial Pledge Agreement (the “Pledge Agreement”). The Credit Facility matures on January 31, 2019, at which time the Company must pay this loan in one payment of any outstanding principal plus all accrued unpaid interest. The interest rate for any borrowings under the Credit Facility is subject to change from time to time based on the changes in an independent index which is the LIBOR Rate (the “Index”). If the Index becomes unavailable during the term of this loan, Citibank may designate a substitute index after notifying the Company. Interest on the unpaid principal balance of the Note will be calculated using a rate of 1.500 percentage points over the Index. The Credit Facility is secured by the assets of the Company.

Among other affirmative covenants set forth in the Loan Agreement, the Company must maintain (i) a ratio of Total Liabilities to Tangible Net Worth (each as defined in the Loan Agreement) of not greater than 2.50 to 1.00, to be tested quarterly and (ii) a minimum Debt Service Coverage Ratio (as defined in the Loan Agreement) of 2.00 to 1.00. Additionally, the Loan Agreement contains negative covenants related to, among other items, prohibitions against the creation of certain liens, engaging in any business activities substantially different than those currently engaged in by the Company, and paying dividends on the Company’s stock other than (i) dividends payable in its stock and (ii) cash dividends in amounts and frequency consistent with past practice, without first securing the written consent of Citibank. The Company is in compliance with all covenants at September 30, 2016.

At September 30, 2016, the Company had no borrowings outstanding under the Credit Facility.

9

9.Basic Earnings Per Share (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding, adjusted for potentially dilutive securities including unexercised stock option grants and nonvested shares of restricted stock.

A reconciliation of the numerators and denominators of the basic and diluted per share computations follows:

10.The Company had two major vendors that accounted for 23.8% and 10.2%, respectively, of its total purchases during the nine months ended September 30, 2016, and 23.6%, and 10.5% of total purchases for the three months ended September 30, 2016. The Company had one major vendor that accounted for 24.3% and 26.2% of total purchases during the nine months and three months, respectively, that ended September 30, 2015. The Company had two major customers that accounted for 19.8% and 17.8%, respectively, of its total net sales during the nine months ended September 30, 2016, and 21.4%, and 17.5% of total net sales for the three months ended September 30, 2016. These same customers accounted for 11.6% and 20.4%, respectively, of total net accounts receivable as of September 30, 2016. The Company had two major customers that accounted for 18.8% and 17.9%, respectively, of its total net sales during the nine months ended September 30, 2015, and 20.5%, and 18.1% of total net sales for the three months ended September 30, 2015.

11.The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and in various state and foreign jurisdictions. The Company has identified its federal consolidated tax return and its state tax return in New Jersey and its Canadian tax return as major tax jurisdictions. As of September 30, 2016, the Company’s 2013 through 2015 Federal tax returns remain open for examination, as the Company recently concluded an Internal Revenue Service examination for the 2011 and 2012 tax years. This examination resulted in no change to the previously filed Federal corporate tax returns. The Company’s New Jersey and Canadian tax returns are open for examination for the years 2013 through 2015. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. The Company believes that it has appropriate support for the income tax positions it takes and expects to take on its tax returns, and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter.

The effective tax rate for each of the nine and three months ended September 30, 2016 was 33.8% compared to 34.3% and 34.1%, respectively, for the same period last year.

12.The 2012 Stock-Based Compensation Plan (the “2012 Plan”) authorizes the grant of Stock Options, Stock Units, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock Bonuses and other equity-based awards. The total number of shares of Common Stock initially available for award under the 2012 Plan was 600,000. As of September 30, 2016, the number of shares of Common stock available for future award grants to employees and directors under the 2012 Plan is 305,463.

10

During 2012, the Company granted a total of 92,000 shares of Restricted Stock to officers, directors, and employees. These shares of Restricted Stock vest over 20 equal quarterly installments. A total of 3,525 shares of Restricted Stock were forfeited as a result of employees terminating employment with the Company.

During 2013, the Company granted a total of 56,500 shares of Restricted Stock to officers and employees. Included in these grants were 40,000 Restricted Shares granted to the Company’s CEO in accordance with the satisfaction of certain performance criteria included in his compensation plan. These 40,000 Restricted Shares vest over 16 equal quarterly installments. The remaining grants of Restricted Stock vest over 20 equal quarterly installments. A total of 775 shares of Restricted Stock were forfeited as a result of employees terminating employment with the Company.

During 2014, the Company granted a total of 98,689 shares of Restricted Stock to officers, directors and employees. These shares of Restricted Stock vest between one and twenty equal quarterly installments. A total of 34,487 shares of Restricted Stock were forfeited as a result of officers and employees terminating employment with the Company.

During 2015, the Company granted a total of 44,000 shares of Restricted Stock to officers. These shares of Restricted Stock vest over sixteen equal quarterly installments. In 2015, a total of 4,465 shares of Restricted Stock were forfeited as a result of officers and employees terminating employment with the Company.

During 2016, the Company granted a total of 171,252 shares of Restricted Stock to officers, directors, and employees. These shares of Restricted Stock vest between one and twenty equal quarterly installments. A total of 6,867 shares of Restricted Stock were forfeited as a result of officers and employees terminating employment with the Company.

A summary of nonvested shares of Restricted Stock awards outstanding under the Company’s the 2012 Plan an as of September 30, 2016, and changes during the nine months then ended is as follows:

Weighted Average

Grant Date

Shares

Fair Value

Nonvested shares at January 1, 2016

123,329

$

16.34

Granted in 2016

171,252

17.03

Vested in 2016

(79,718)

14.57

Forfeited in 2016

(6,867)

16.12

Nonvested shares at September 30, 2016

207,996

$

15.44

As of September 30, 2016, there is approximately $3.2 million of total unrecognized compensation costs related to nonvested share-based compensation arrangements. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 3.4 years.

For the nine months ended September 30, 2016 and 2015, the Company recognized share-based compensation cost of $1.2 million and $0.8 million respectively, which is included in the Company’s general and administrative expense.

13.FASB ASC Topic 280, “Segment Reporting,” requires that public companies report profits and losses and certain other information on their “reportable operating segments” in their annual and interim financial statements. The internal organization used by the public company’s Chief Operating Decision Maker (CODM) to assess performance and allocate resources determines the basis for reportable operating segments. The Company’s CODM is the Chief Executive Officer.

The Company is organized into two reportable operating segments. The “Lifeboat Distribution” segment distributes technical software to corporate resellers, value added resellers (VARs), consultants and systems integrators worldwide. The “TechXtend” segment is a value-added reseller of software, hardware and services for corporations, government organizations and academic institutions in the United States and Canada.

As permitted by FASB ASC Topic 280, the Company has utilized the aggregation criteria in combining its operations in Canada with the domestic segments as the Canadian operations provide the same products and services to similar clients and are considered together when the Company’s CODM decides how to allocate resources.

11

Segment income is based on segment revenue less the respective segment’s cost of revenues as well as segment direct costs (including such items as payroll costs and payroll related costs, such as profit sharing, incentive awards and insurance) and excluding general and administrative expenses not attributed to an individual segment business unit. The Company only identifies accounts receivable and inventory by segment as shown below as “Selected Assets” by segment; it does not allocate its other assets, including capital expenditures by segment.

The following segment reporting information of the Company is provided:

Nine months ended

Three months ended

September 30,

September 30,

2016

2015

2016

2015

Revenue:

Lifeboat Distribution

$

267,113

$

250,287

$

91,114

$

86,082

TechXtend

31,054

32,027

8,472

11,571

298,167

282,314

99,586

97,653

Gross Profit:

Lifeboat Distribution

$

16,139

$

15,837

$

5,440

$

5,493

TechXtend

3,186

3,825

932

1,387

19,325

19,662

6,372

6,880

Direct Costs:

Lifeboat Distribution

$

5,442

$

5,759

$

1,846

$

2,051

TechXtend

1,553

1,725

490

521

6,995

7,484

2,336

2,572

Segment Income Before Taxes:

Lifeboat Distribution

$

10,697

$

10,078

$

3,594

$

3,442

TechXtend

1,633

2,100

442

866

Segment Income Before Taxes

12,330

12,178

4,036

4,308

General and administrative

6,575

$

6,049

$

2,015

$

2,046

Interest income

183

297

58

100

Foreign currency translation

(1)

(9)

3

(4)

Income before taxes

$

5,937

$

6,417

$

2,082

$

2,358

As of

As of

September 30,

December 31,

Selected Assets By Segment:

2016

2015

Lifeboat Distribution

$

46,020

$

45,300

TechXtend

24,841

23,005

Segment Select Assets

70,861

68,305

Corporate Assets

24,561

25,777

Total Assets

$

95,422

$

94,082

12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of risk and uncertainties, including those set forth under the heading “Certain Factors Affecting Results of Operations and Stock Price” and elsewhere in this report and those set forth in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission. The following discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes included in this report and the consolidated financial statements and related notes included in our 2015 Annual Report on Form 10-K.

Overview

The Company is organized into two reportable operating segments. The “Lifeboat Distribution” segment distributes technical software to corporate resellers, value added resellers (VARs), consultants and systems integrators worldwide. The “TechXtend” segment is a value-added reseller of software, hardware and services for corporations, government organizations and academic institutions in the USA and Canada.

We offer an extensive line of products from leading publishers of software and tools for virtualization/cloud computing, security, networking, storage and infrastructure management, application lifecycle management and other technically sophisticated domains as well as computer hardware. We market these products through direct sales, the Internet, our catalogs, direct mail programs, advertisements in trade magazines and e-mail promotions.

The Company’s sales, gross profit, and results of operations have fluctuated and are expected to continue to fluctuate on a quarterly basis as a result of a number of factors, including but not limited to: the condition of the software industry in general, shifts in demand for software products, pricing, level of extended payment terms sales transactions, industry shipments of new software products or upgrades, the timing of new merchandise and catalog offerings, fluctuations in response rates, fluctuations in merchandise returns, adverse weather conditions that affect response, distribution or shipping, shifts in the timing of holidays, and changes in the Company’s product offerings. The Company’s operating expenditures are based on sales forecasts. If sales do not meet expectations in any given quarter, operating results may be materially adversely affected.

Results of Operations

The following table sets forth for the periods indicated certain financial information derived from the Company’s unaudited condensed consolidated statements of earnings expressed as a percentage of net sales. This comparison of financial results is not necessarily indicative of future results:

Nine months ended

Three months ended

September 30,

September 30,

2016

2015

2016

2015

Net sales

100.0

%

100

%

100.0

%

100

%

Cost of sales

93.5

93.0

93.6

93.0

Gross profit

6.5

7.0

6.4

7.0

Selling, general and administrative expenses

4.6

4.8

4.4

4.7

Income from operations

1.9

2.2

2.0

2.3

Other income

0.1

0.1

0.1

0.1

Income before income taxes

2.0

2.3

2.1

2.4

Income tax provision

0.7

0.8

0.7

0.8

Net income

1.3

%

1.5

%

1.4

%

1.6

%

Net Sales

Net sales for the third quarter ended September 30, 2016 increased 2% or $1.9 million to $99.6 million compared to $97.7 million for the same period in 2015 due primarily to an increase in net sales by our Lifeboat Distribution segment,

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offset in part by a decline in our TechXtend segment. Net sales for the third quarter of 2016 for our Lifeboat Distribution segment were $91.1 million compared to $86.1 million in the third quarter of 2015, representing an increase of $5.0 million or 6%. Net sales for the third quarter of 2016 for our TechXtend segment were $8.5 million compared to $11.6 million in the third quarter of 2015, representing a decrease of $3.1 million or 27%.

The 6% increase in net sales for the Lifeboat Distribution segment for the third quarter of 2016 was resulted mainly from the addition of several key product lines and our ongoing strategy of strengthening our account penetration. This was partially offset in part by lower sales to some resellers, resulting from changes in product mix upon annual contract renewals. The 27% decrease in net sales in the TechXtend segment for the third quarter of 2016 was primarily due to variability in larger sales transactions, including extended payment terms sales transactions, compared to the third quarter ended September 30, 2015.

For the nine months ended September 30, 2016, net sales increased 6% or $15.9 million to $298.2 million compared to $282.3 million for the same period in 2015. Net sales for the nine months ended September 30, 2016 for our Lifeboat Distribution segment increased 7%, or $16.9 million, to $267.1 million, compared to $250.2 million for the same period in 2015. Net sales for the nine months ended September 30, 2016 for our TechXtend segment decreased 3%, or $0.9 million, to $31.1 million, compared to $32.0 million for the same period in 2015.

The 7% increase in net sales from our Lifeboat Distribution segment in the first nine months of 2016 compared to the same period in 2015 resulted mainly form of the addition of several key product lines and our ongoing strategy of strengthening our account penetration. The 3% decrease in net sales in the TechXtend segment was primarily due to variability in software sales to large accounts partially offset in part by an increase in extended payment terms sales transactions compared to the nine months ended September 30, 2015.

Gross Profit

Gross Profit for the third quarter ended September 30, 2016 was $6.4 million, a 7% decrease compared to $6.9 million for the third quarter of 2015. Gross profit for our Lifeboat segment in the third quarter of 2016 was $5.4 million compared to $5.5 million for the third quarter of 2015, representing a 1% decrease. Gross profit for our TechXtend segment in the third quarter of 2016 was $0.9 million compared to $1.4 million for the third quarter of 2015, representing a 33% decrease.

Gross profit margin (gross profit as a percentage of net sales) for the third quarter ended September 30, 2016 was 6.4% compared to 7.0% for the third quarter of 2015. Gross profit margin for our Lifeboat Distribution segment for the third quarter of 2016 was 6.0% compared to 6.4% for the third quarter of 2015. The decrease in gross profit margin for the Lifeboat Distribution segment was largely a result of a program change by one of our main vendors, which caused gross margins to decline by 1.8% for that line. Gross profit margin for our TechXtend segment for the third quarter of 2016 was 11.0% compared to 12.0% for the third quarter of 2015. The decrease in gross profit margin for the TechXtend segment was primarily caused by variability in margins on larger sales transactions in the current year compared to the prior year.

For the nine months ended September 30, 2016 gross profit decreased 2% or $0.4 million to $19.3 million compared to $19.7 million for the same period in 2015. Lifeboat Distribution’s gross profit margin for the nine months ended September 30, 2016 increased 2% to $16.1 million compared to $15.8 million for the first nine months of 2015. The increase in gross profit margin for the Lifeboat Distribution segment was primarily due to higher sales volume. TechXtend gross profit margin for the nine months ended September 30, 2016 decreased by 17% to $3.2 million compared to $3.8 million for the first nine months of 2015. The decrease in gross profit margin for the TechXtend segment was primarily caused by lower sales volume in the current year.

Gross profit margin for the nine months ended September 30, 2016 was 6.5% compared to 7.0% for the same period in 2015. Gross profit margin for our Lifeboat Distribution segment for the nine months ended September 30, 2016 was 6.0% compared to 6.3% for the same period in 2015. The decrease in gross profit margin for the Lifeboat Distribution segment was largely a result of a program change by one of our main vendors which caused margins to decline by 1.8% for that line. Gross profit margin for our TechXtend segment for the nine months ended September 30, 2016 was 10.3% compared to 12.0% for the same period in 2015. The decrease in gross profit margin for the TechXtend segment was primarily caused by a decline in software product margin in the current year compared to the prior year.

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Vendor rebates and discounts for each of the nine month and three month periods ended September 30, 2016 and 2015 amounted to $1.5 million and $0.5 million respectively. Gross profit margins are impacted by general market conditions and the level of vendor rebates earned .Vendor rebates are dependent on reaching certain targets set by our vendors. While rebate levels have been consistent between periods, price competition in our market continued in 2016. We anticipate that margins will continue to be affected by market competition.

Selling, General and Administrative Expenses

Total selling, general, and administrative (“SG&A”) expenses for the third quarter of 2016 were $4.4 million compared to $4.6 million for the third quarter of 2015, representing a decrease of $0.3 million or 6%. This decrease is primarily the result of lower bonus expense, partially offset by increased stock compensation and occupancy costs in 2016 compared to 2015. As a percentage of net sales, SG&A expenses for the third quarter of 2016 were 4.4% compared to 4.7% for the third quarter of 2015.

For the nine months ended September 30, 2016, SG&A expenses were $13.6 million compared to $13.5 million in the same period in 2015, representing an increase of $0.1 million or 1%. This increase is primarily the result of higher stock compensation offset in part by a decrease in bonus expense in 2016 compared to 2015. As a percentage of net sales, SG&A expenses for the nine months ended September 30, 2016 were 4.6% compared to 4.8% for the nine months ended September 2015.

Direct selling costs (a component of SG&A) for the third quarter of 2016 were $2.3 million compared to $2.6 million for the third quarter of 2015. Total direct selling costs for our Lifeboat Distribution segment for the third quarter of 2016 were $1.8 million compared to $2.1 million for the same period in 2015. Total direct selling costs for our TechXtend segment for the third quarter of each of 2016 and 2015 were approximately $0.5 million.

Direct selling costs for the nine months ended 2016 were $7.0 million compared to $7.4 million for the same period of 2015. Total direct selling costs for our Lifeboat Distribution segment for the nine months ended September 30, 2016 were $5.4 million compared to $5.8 million for the same period in 2015. Total direct selling costs for our TechXtend segment for the nine months ended September 30, 2016 were approximately $1.6 million compared to approximately $1.7 million for the same period in 2015.

The Company expects that its SG&A expenses, as a percentage of net sales, may vary by quarter depending on changes in sales volume, and levels of continuing investments in employee headcount and marketing. We plan to continue our investments in our Lifeboat Distribution segment and to monitor our SG&A expenses closely.

Income Taxes

For the three months ended September 30, 2016, the Company recorded a provision for income taxes of $0.7 million or 33.8% of income, compared to $0.8 million or 34.1% of income for the same period in 2015.

For the nine months ended September 30, 2016, the Company recorded a provision for income taxes of $2.0 million or 33.8% of income, compared to $2.2 million or 34.3% of income for the same period in 2015.

Liquidity and Capital Resources

During the first nine months of 2016 our cash and cash equivalents decreased by $2.8 million to $21.0 million at September 30, 2016 from $23.8 million at December 31, 2015. During the first nine months of 2016, net cash provided by operating activities amounted to $4.1 million, net cash used in investing activities amounted to $0.8 million and net cash used in financing activities amounted to $5.9 million.

Net cash provided by operating activities in the first nine months of 2016 was $4.1 million and primarily resulted from $5.3 million in net income excluding non-cash charges, a $1.3 million increase in accounts payable and accrued expenses, a decrease of $ 0.6 million in inventory offset in part by an increase of $2.3 million in accounts receivable, and an increase of $0.3 million in prepaid and other current assets.

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Net cash used in investing activities in the first nine months of 2016 amounted to $0.8 million. This was the result of capital expenditures of $0.8 million, net of the tenant allowance, primarily related to the Company’s new headquarters.

Net cash used in financing activities in the first nine months of 2016 amounted to $5.9 million. This consisted primarily of dividends paid of $2.4 million and treasury stock repurchases of $3.6 million.

The Company’s current and anticipated use of its cash and cash equivalents is, and will continue to be, to fund working capital, operational expenditures, the Common Stock repurchase program and dividends if declared by the board of directors.

The Company entered into a $10,000,000 revolving credit facility (the “Credit Facility”) with Citibank, N.A. (“Citibank”) pursuant to a Business Loan Agreement, Promissory Note (the “Note”), Commercial Security Agreements and Commercial Pledge Agreement (the “Pledge Agreement”). The Credit Facility, which is intended to be used for business and working capital purposes, including financing of larger extended payment terms sales transactions which may become a more significant portion of the Company’s net sales. On December 18, 2015, the Company signed an extension to this agreement, which extended the maturity date to January 31, 2019 with all other terms remaining the same (See Note 8 in the Notes to our Condensed Consolidated Financial Statements). As of September 30, 2016, there were no borrowings outstanding on the Credit Facility.

We believe that the funds held in cash and cash equivalents and our unused borrowings on our credit facility will be sufficient to fund our working capital and cash requirements for at least the next 12 months.

Contractual Obligations as of September 30, 2016 are summarized as follows: (000’s)